id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
21b3dd7f-3b8c-443f-a008-a89dd864074f | Clause:
Seller agrees to indemnify Purchaser and save it harmless against any suits, claims, liabilities, demands and expenses, including but not limited to, any loss arising out of the assertion of any Avoidance Claim, and shall pay to Purchaser on demand the amount thereof including attorneys’ fees and expenses, resu... | Label: Indemnifications |
d1554447-96af-4112-bf74-21e87df6e416 | Clause:
No Loan Party shall, or shall cause or permit any ERISA Affiliate to, cause or permit to occur an ERISA Event to the extent such ERISA Event would reasonably be expected to have a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Erisa |
6d72029d-8990-4c30-818b-f07ddc500841 | Clause:
For purposes of this Agreement, the Company and its subsidiaries shall be deemed not to be Affiliates or Associates of the Shareholder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Interpretations |
9ef1d012-e154-41f0-8d32-dc172e5cc529 | Clause:
This Agreement and the documents executed pursuant hereto supersede all negotiations, agreements and understandings among the Parties with respect to the subject matter hereof(except for anyconfidentiality agreements signed between any of the Parties before execution of this Agreement, which the Parties agree w... | Label: Integration |
5826a82b-7bbf-4f3b-9f40-7581f676fa46 | Clause:
This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(3) of the Sec... | Label: Terms |
d439cf76-3eef-4c98-b1c7-39bfacadc34a | Clause:
MORTGAGOR HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS MORTGAGE OR ANY OTHER APPLICABLE LOAN DOCUMENTS. MORTGAGOR HERETO CERTIFIES THAT NO REP... | Label: Waiver Of Jury Trials |
9fefd041-d8fc-4ba5-85e6-5b9dc2482a52 | Clause:
This Agreement contains all of the agreements of the parties hereto with respect to the subject matter hereof and no prior agreement, understanding, or representation pertaining to any such matter shall be effective for any purpose. No provision of this Agreement may be amended except by an express agreement in... | Label: Entire Agreements |
08ac9c88-5052-4b51-9b4b-197ff6ee685a | Clause:
Schedule 4.18 sets forth a true, correct, and complete list of all of the Company’s U.S. and foreign (i) issued patents and patent applications, (ii) trademark registrations and applications and material unregistered trademarks, (iii) copyright registrations and applications and material unregistered copyright... | Label: Intellectual Property |
84ccf044-51e9-4594-a664-aa02b2c45e6f | Clause:
(i) All fees, costs, and expenses of Wells Fargo and its affiliates for which invoices have been presented (including legal fees and expenses of counsel to the Administrative Agent) to be paid on the Closing Date shall have been paid, and (ii) the Borrower shall have paid the fees agreed to pursuant to the term... | Label: Fees |
1c6119fb-493d-4358-80c2-4c33a0b44429 | Clause:
This Plan shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors and assigns of the parties, including, without limitation, each Eligible Employee, present and future, and any successor to the Employer. If a Severed Employee shall die while any amount would still be p... | Label: Successors |
c0e2cc08-4479-46df-9a3f-2bc786e9a93a | Clause:
Wherever possible, each provision of this Bill of Sale will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Bill of Sale is found to be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibi... | Label: Severability |
b63b72a8-23ee-406c-ac26-4adaccdf51b7 | Clause:
ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK . BY EXECUTING AND DELIVERING THIS AMENDMENT, EAC... | Label: Jurisdictions |
93f93c0a-7d77-4ad1-8443-a7150b7bb28f | Clause:
The Shares are all of the issued and outstanding equity interests in Pride. All of the Shares have been duly authorized and validly issued, are fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof, and are owned of record and beneficially by t... | Label: Capitalization |
5413e100-c96f-45fe-8b10-5725fd68700b | Clause:
Notwithstanding the establishment of the JSC, but subject to Section 3.5, Incyte shall have the sole right to prepare and approve the Detailing Plan and Global Branding Strategy, including any amendments thereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Approvals |
6c9e9a96-460c-473b-ae3d-98b03f630431 | Clause:
The issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and the Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s shares of Common Stock may be listed. No s... | Label: Compliance With Laws |
d5c2590a-16ad-406d-a821-0273c050464a | Clause:
After giving effect to the Transactions and any contribution provisions contained in any Loan Document, the Credit Parties and each of the Restricted Subsidiaries, taken as a whole, are Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Solvency |
6c864eef-7371-456c-975e-85d44497972c | Clause:
In addition to the Salary, Employee shall be entitled to the benefits, and participation in the benefit plans, as are provided to or available to the Company’s employees (collectively, the “Benefits”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Benefits |
f988c626-d67a-44ad-8b6a-3dfd76f953bd | Clause:
Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is two (2) years from the Closing Date; provided, however, that (i) the representations and warranties in... | Label: Survival |
10f0abb8-fb45-49f0-a2a0-227bf8e5deeb | Clause:
If any provision of this Note becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Note, and such court will replace such illegal, void or unenforceable... | Label: Severability |
c359693c-b853-4e77-9f2b-76173eb98870 | Clause:
All payments made by the Company under this Agreement shall be reduced by any amounts in respect of income, social security, FICA and other similar taxes at the then-prevailing rates required to be withheld by the Company under applicable law.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Withholdings |
a05cef61-0a25-4ef1-aa57-2f966f88b039 | Clause:
The capitalization of the Company is as set forth on Schedule 3.1(g) . Other than pursuant to the Shareholders Agreement, no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. All of ... | Label: Capitalization |
31e80d69-955f-42ab-a5de-a2efeec03590 | Clause:
Except as may be otherwise provided by the Plan or determined by the Administrator, any written notices provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier, or by postage paid first class mail. Noti... | Label: Notices |
e5a5a3ef-0d26-48c2-81e7-2548aa0b641c | Clause:
Except as set forth in Section 3.1(kk) of the Disclosure Schedules, neither the Company nor its subsidiaries or any Affiliates, nor any Person acting on its or their behalf, has issued any shares of Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exch... | Label: Integration |
3ff1152c-b5fe-4edc-a4ba-81a188d4532c | Clause:
Capitalized terms used and not otherwise defined in this Agreement are used as defined in (or by reference in) Appendix A ( Definitions ).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, ... | Label: Defined Terms |
106f32bb-ed1b-4749-86c8-ef49dfe023e3 | Clause:
The Subject Party agrees that from and after the Closing Date until the second (2 nd ) anniversary of the end of the Restricted Period, the Subject Party and its Controlled Affiliates will not, directly or indirectly engage in any conduct that involves the making or publishing (including through electronic mail... | Label: Non-Disparagement |
38d8e2c7-3fec-4002-bd23-6e96ea449458 | Clause:
If, as of the expiration of the Cure Period, the Parties cannot agree upon (a) the existence of a Title Defect, the adequacy of any Title Defect curative materials submitted to Buyer, or the Title Defect Amount with respect to any Title Defect (each, a “ Disputed Title Matter ”) or (b) the existence of an Envir... | Label: Titles |
e8cf613b-b63d-4e7b-a229-7676336da8d1 | Clause:
The ONEM Shareholders has the right, power, authority and capacity to execute and deliver this Agreement to which such ONEM Shareholders is a party, to consummate the transactions contemplated by this Agreement, and to perform such ONEM Shareholder’s obligations under this Agreement. This Agreement has been dul... | Label: Authority |
883a4908-8274-4645-9fd8-5050d084836b | Clause:
Capitalized terms used but not defined in this Agreement are defined in Appendix A to the Sale and Servicing Agreement, dated as of June 1, 2017, among Ford Credit Auto Owner Trust 2017-B, as Issuer, Ford Credit Auto Receivables Two LLC, as Depositor, and Ford Motor Credit Company LLC, as Servicer. Appendix A ... | Label: Definitions |
1bfcbeb8-8c56-4d81-be38-a9a76f32a432 | Clause:
The Company, acting through the Committee or through the Board, may amend this Agreement at any time for any purpose determined by the Company in its sole discretion that is consistent with the Plan, including but not limited to an amendment to accelerate the vesting schedule set forth in Paragraph 1, or to per... | Label: Amendments |
73e64be0-62b8-4758-a7cc-8534be31573b | Clause:
Executive shall execute and deliver to the Company a release agreement in substantially the form attached hereto as Exhibit A (the “ Release ”) within twenty-one days (or such longer period of time as may be required by applicable law in order to make it enforceable) following the Date of Termination and that E... | Label: Releases |
d8a943c1-1ece-4f0e-bb38-a01f0df302e5 | Clause:
In the event that any one or more of the provisions contained herein shall for any reason be held to be unenforceable in any respect under applicable law, such unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such unenforceable provision or pro... | Label: Severability |
8b79a39a-3734-475b-b31c-83d2bfd5e096 | Clause:
All capitalized terms not otherwise defined herein have the same meanings as in the Facility B Agreement and the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Definitions |
8492bfaa-198e-43a0-843a-b4bb5d0c45bd | Clause:
The forfeiture provision detailed in Section 5.4 hereof shall not be enforceable following a Change in Control.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Autho... | Label: Change In Control |
87d16a5f-fc2f-4921-b2fe-3b4e40320a5a | Clause:
All representations, warranties and covenants under this Agreement shall survive the delivery of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Auth... | Label: Warranties |
91159edc-ac0f-47da-9e08-eb7f1a023266 | Clause:
The Award Notice and this Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Award Notice and this Agreement to the substantive law of another jurisdiction. You agree to sub... | Label: Governing Laws |
060adf22-6db3-4164-b18e-738478952d76 | Clause:
No failure or delay by the Administrative Agent or any Lenders in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The right... | Label: No Waivers |
e9111e2f-8038-4e0f-b3de-aec137364e25 | Clause:
Except as otherwise expressly provided in the Transaction Documents, each Party shall bear its own costs and expenses in connection with the preparation, negotiation and execution, amendment or modification of this Agreement and the other Transaction Documents and the consummation of the Closing Transactions.
... | Label: Expenses |
5646ac3e-708e-4814-8d5e-80cb38920d50 | Clause:
In addition to (but without duplication of) Salary and any bonuses payable to Executive pursuant to Section 3, Executive shall be entitled to participate at his sole discretion in all of the Company’s employee benefit programs for which employees of the Company are generally eligible, subject to the terms, cond... | Label: Benefits |
1250e839-d009-4bb0-a768-9354e9d85997 | Clause:
Either the Executive or the Company may terminate the Executive's employment under this Agreement for any reason upon not less than thirty (30) days prior written notice.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Terminations |
83175f85-f437-418b-a361-cc13803d7910 | Clause:
Except as otherwise expressly provided in this Agreement, this Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter of this Agreement and supersedes all prior agreements and undertakings, both written and oral, between or on behalf of the Parties hereto with respec... | Label: Entire Agreements |
80329ea9-fbb3-4a75-848c-891bca67cb16 | Clause:
Agreement may be amended from time to time by the Committee in its discretion; provided , however , that this Agreement may not be modified in a manner that would have a materially adverse effect on the Award Shares as determined in the discretion of the Committee, except as provided in the Plan, this Agreement... | Label: Amendments |
644c7ebb-acdb-4cd9-a94d-bd020084d544 | Clause:
Except as otherwise set forth in Section 12(b) , in the event the Executive prevails on any material issue in connection with any controversy, dispute or claim which arises out of or relates to this Agreement, any other agreement or arrangement between the Executive and the Company, the Executive’s employment w... | Label: General |
53415549-c32f-467e-8170-c9b5d258bfd4 | Clause:
Lessor is represented by David Stokes of Cushman & Wakefield NorthMarq (“Lessor’s Broker”) and Lessee is represented by Mark Sims and Charlie Merwin of Cushman & Wakefield NorthMarq (“Lessee’s Broker”). Lessor shall pay a commission to Lessor’s Broker pursuant to a separate agreement. Lessor’s Broker may share ... | Label: Brokers |
9b4f4f79-d51a-4735-93d1-7368535e5c54 | Clause:
It is the parties’ intent that each of the Covenants be read and interpreted with every reasonable inference given to its enforceability. However, it is also the parties’ intent that if any term, provision or condition of the Covenants is held to be invalid, void or unenforceable, the remainder of the provision... | Label: Severability |
e42a73c7-a8ec-4c8f-aa83-4bf8b12f81d6 | Clause:
This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to its conflict of laws rules. The Corporation and Director hereby irrevocably and unconditionally (i) agree that any action or proceeding... | Label: Governing Laws |
635af40e-4ab5-41ba-95a2-cf93343fa571 | Clause:
The Borrower shall pay to the Lender a fee for the Loan in the amount of one-half of one percent (0.5%) of the Loan amount ($24,300), payable upon closing the Loan. The Lender acknowledges receipt from the Borrower of Ten Thousand and No/100 Dollars ($10,000.00), for application to the Lender’s third-party cost... | Label: Fees |
cfc269c8-95fb-4c28-a227-644270a888c4 | Clause:
The Seller expressly and irrevocably releases each Buyer Party, its affiliates and their respective current and former officers, directors, employees, agents and controlling persons from any and all claims, demands and liabilities arising from or in respect of any claim, demand or liability based on Tiptree’s p... | Label: Releases |
8db94fea-4f5d-4cb2-b8d9-dabee8bcd858 | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania applicable to contracts made and performed wholly therein without regard to rules governing conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Governing Laws |
293a24cb-77c3-4892-88b3-cd4300cff30b | Clause:
All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Expenses |
4bcbc487-e9ca-4732-8fd1-3e9d5bd8aedb | Clause:
The Parties agree and covenant that they will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory remarks, comments or statements concerning Lindberg or Quantum or their businesses, or any of their employees, officers, and existing and prospective customers... | Label: Non-Disparagement |
e5fdab83-822e-4e00-8ec3-da0a83244d07 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined pursuant to the Governing Law provision of the 2015 Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Governing Laws |
7c93bf61-6dc2-4e52-8336-0508e3cb31dc | Clause:
Each Seller has the corporate or other power and authority, and the legal right, to make, deliver and perform its obligations under each Transaction Document to which it is a party and to consummate the transactions herein and therein contemplated and has taken all necessary corporate action to authorize the co... | Label: Authorizations |
6565268f-a279-4b95-9a42-a910da22cc27 | Clause:
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective personal representatives, heirs, successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Survival |
4d428bf8-8499-463a-b11b-339e7e3232cb | Clause:
The terms set forth in Section 14 of the Employment Agreement shall apply to this Release, provided that the word "Release" shall take the place of the word "Agreement" in such Sections, where applicable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Construction |
f9221af2-f5c4-42e6-b53a-acaf971e7d5c | Clause:
Each of Borrower and the other Obligated Parties is Solvent and has not entered into any transaction with the intent to hinder, delay or defraud a creditor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Solvency |
fd2a2063-b971-442f-810d-8cda1f8c484d | Clause:
This Agreement shall become effective on and as of the Closing Date and thereafter shall be binding upon and inure to the benefit of Holdings, the Borrower, the Agent, the Issuing Banks and each Lender and their respective successors and assigns, except that neither the Borrower nor any other Loan Party shall h... | Label: Binding Effects |
0d1df8cf-ab6c-4598-bf8d-af0e6efc47d1 | Clause:
Provided that no Default or Event of Default has occurred and is then continuing, the Borrower shall have the option to (i) convert at any time, and from time to time, following the third Business Day after the Closing Date all or any portion of any outstanding Base Rate Loans or LIBOR Market Index Rate Loans i... | Label: Notices |
f75a91e3-a391-4296-97e0-becb901a8d86 | Clause:
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PURCHASER AND THE COMPANY HEREBY WAIVE, AND COVENANT THAT NEITHER THE COMPANY NOR SUCH PURCHASER WILL ASSERT, ANY RIGHT TO TRIAL BY JURY ON ANY ISSUE IN ANY PROCEEDING, WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE, IN RESPECT OF ANY ISS... | Label: Waiver Of Jury Trials |
8ed0aec1-0dd8-4240-9021-524babdce38d | Clause:
Restricted Stock Units shall vest in such manner, on such date or dates, or upon such conditions, in each case as may be determined by the Committee and set forth in an RSU Agreement. Unless otherwise specifically determined by the Committee, the vesting of a Restricted Stock Unit shall occur only while the Par... | Label: Vesting |
a3b021ba-6fb4-418a-8d76-5dab29d35ec0 | Clause:
No term, covenant or condition of this Agreement or any breach thereof shall be deemed waived, except with the written consent of the party against whom the waiver is claimed, and any waiver of any such term, covenant, condition or breach shall not be deemed to be a waiver of any preceding or succeeding breach ... | Label: Waivers |
4965cd05-9e53-43ee-b198-2ccf91d09176 | Clause:
This Agreement shall be binding upon the Parties and their respective successors and assigns, and shall inure to the benefit of the Parties and their respective permitted successors and permitted assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Binding Effects |
a1c8a474-4bc2-4590-8daa-3b7885165669 | Clause:
From and after the date of this Agreement, neither the Company, nor any of its affiliates will, and the Company shall use its reasonable best efforts to ensure that no Person acting on their behalf will, directly or indirectly, make any offers or sales of any security or solicit any offers to buy any security, ... | Label: Integration |
172e8db3-db22-4219-a972-1d56facbc35c | Clause:
The Borrower will not, and will not permit any of its Subsidiaries to, use the proceeds of any Loans, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the Board) or to extend credit to others for the pur... | Label: Use Of Proceeds |
167aaf2b-0923-4932-b842-f9730a2b34f8 | Clause:
The Plan shall be governed by the laws of the State of Texas, ignoring any conflicts-of-law provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Au... | Label: Governing Laws |
1ac92d70-7bd4-47b0-a9a0-66073caddecf | Clause:
No Default or Event of Default has occurred and is continuing as of the date hereof and no Default or Event of Default will exist immediately after giving effect to this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: No Defaults |
ca4b6f53-ce49-45f4-aafc-34d7acc69a2d | Clause:
Employee does hereby unconditionally, irrevocably and absolutely release and discharge Mast, its directors, officers, employees, agents, attorneys, stockholders, insurers, divisions, affiliates, successors and assigns, and any related holding, parent, sister or subsidiary corporations from any and all loss, lia... | Label: Releases |
203f10f5-f288-4189-9b61-4797fc3907c7 | Clause:
Any issuance of shares of Stock to the Grantee pursuant to this Award shall be subject to any applicable tax withholding requirements. The Grantee shall, not later than the date as of which the transfer of shares of Stock pursuant to this Award becomes a taxable event for Federal income tax or other applicable ... | Label: Tax Withholdings |
33a89e40-8f04-453a-9895-8551d174bbdc | Clause:
The Company shall withhold all applicable federal, state and local taxes and social security and such other amounts as may be required by law from all amounts payable to the Employee under this Section 4.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Withholdings |
5657139b-f3b2-484e-9f14-977809be8b9c | Clause:
You agree that this Award is granted under and governed by the terms and conditions of the Plan and this Agreement. In the event of any conflict, the terms of the Plan shall control. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.
Task: C... | Label: General |
eb3dea4c-a172-42d0-90da-e64168195c6e | Clause:
Upon receipt or delivery by the Company of any notice in accordance with the terms of this Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public information relating to the Company or any of its Subsidiaries, the Company shall withi... | Label: Disclosures |
086aa357-9e43-49e5-9287-8d741923499b | Clause:
A Participant will be entitled to receive payment, if any, under an Award if the Participant’s Employment continues through December 31, 2019, subject to this Section 6 and Section 7. A Participant will receive an Award in the manner and at the times set forth in Sections 6.2, 6.3, 6.4 and Section 7.
Task: Cl... | Label: General |
9fe05dc4-6a83-44b7-b196-d24d6830d59b | Clause:
This Gordmans Amendment shall not be changed, modified or amended except in writing and signed by both of the Parties hereto. The provisions of this Gordmans Amendment shall be considered a part of the Agreement. Except as specifically amended in this Gordmans Amendment, the provisions of the Agreement, as amen... | Label: General |
4bde92b8-16cd-4e62-8c31-61ee92c99fdd | Clause:
This Guaranty may be executed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Counterparts |
4d376d4a-cdaf-433b-8c5d-c488764407ba | Clause:
The Borrower shall not request any Loan or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, pro... | Label: Use Of Proceeds |
a76ccad8-27ee-442a-a896-a327f10fc480 | Clause:
This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of California without regard to the conflicts of law provisions thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Governing Laws |
47998f3b-37b5-4277-b6a3-b4dbe121032f | Clause:
The terms and conditions of this Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all previous communications or agreements, either oral or written, between the parties. There are no understandings, representations or warranties of any kind wh... | Label: Entire Agreements |
3087adda-77e5-409f-98c4-5b838baf5949 | Clause:
Except as is otherwise provided in the Plan, where applicable, the provisions of this Agreement shall be governed by the internal laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Governing Laws |
c970db05-18be-40af-9dda-e07cc9457fd6 | Clause:
Each Loan Party shall promptly furnish to Agent and the Lenders from time to time such statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Agent (acting at the direction of the Required Lenders) or the Required Lenders may reason... | Label: Further Assurances |
f353163a-05c3-4417-9757-1acdf9eabbda | Clause:
The Agreement and all rights hereunder shall be governed by the laws of the State of Maryland, except to the extent preempted by the laws of the United States Of America.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Applicable Laws |
a47c67ce-f0fc-4fbd-88a0-6ad26040fb91 | Clause:
This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Nevada. The federal and state courts located in Clark County, Nevada shall have sole and exclusive subject matter jurisdiction over this Agreement and the parties expressly consent to personal jurisdi... | Label: Governing Laws |
95167269-773d-4fea-81f5-649bb8cb5de4 | Clause:
The Company agrees to indemnify and hold the Employee, harmless from and against any past, present or future claim, action, demand, loss, cost, expense, liability or other damage arising from, and including reasonable attorney’s fees and costs, amounts, expenses, incurred by or imposed against the Employee and ... | Label: Indemnifications |
37819251-af68-430c-abc6-7d34c99a326a | Clause:
All headings, titles or captions contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Headings |
7703cce7-6c75-4ea8-9f51-35d088b0d439 | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly (and in any event within two (2) Business Days), together with all interest, if any, that has accrued on such amount, following (i) the elimination of the applicable Fronting... | Label: Releases |
1419576f-21d5-4051-88ab-e3d655c4b5c9 | Clause:
Any legal action or proceeding with respect to any Related Document shall be brought exclusively in the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America for the Southern District of New York and, by execution and delivery of this Agreement... | Label: Submission To Jurisdiction |
929f52b9-70dc-410c-86c6-f5d585517c31 | Clause:
No failure to exercise and no delay in exercising, on the part of the Administrative Agent, the Collateral Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, powe... | Label: No Waivers |
b569db15-ff1c-473b-8b5d-5ae7af2c359d | Clause:
I agree that during and after my employment or relationship with the Company ends for any reason, I will not make any false, disparaging or derogatory statement(s) to any media outlet, industry group, financial institution, current or former employee, consultant, client or customer of the Company, or any other ... | Label: Non-Disparagement |
84f5fa42-91ef-4f98-bbde-660b0a36ca57 | Clause:
Any Subsidiary Guarantor, upon written request of the Company to the Administrative Agent, shall be released from its obligations under the Subsidiaries Guaranty; provided that, in each case: (i) immediately before and after giving effect to such release, no Default or Event of Default has occurred and is conti... | Label: Releases |
d0b754cf-c2a5-4def-98f0-ae315a7564e8 | Clause:
This Guaranty contains the entire agreement between the parties hereto relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Entire Agreements |
4ef3741b-2316-42e5-9f73-ceb7c67c3bde | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status... | Label: Releases |
7c32c70a-36a1-42eb-9c4b-9736c4df4de2 | Clause:
If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party elects to contest or, if appropriate, in making any counterclaim against the Person asserting the Third Party Claim, or an... | Label: Cooperation |
7f2400c8-fe62-48c3-8fd6-49bdb1dd0d4f | Clause:
The Company is a corporation duly organized and validly existing under the laws of the State of Minnesota and is in good standing under such laws. The Company has the requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as presently conducted and as... | Label: Organizations |
4ee27d9d-3be4-4046-9395-41779a72069d | Clause:
(a) The Company is not in violation of its governing documents, and (b) no other Debtor is in violation of its respective charter or bylaws, certificate of formation or limited liability company operating agreement or similar organizational document in any material respect. None of the Debtors is or has been at... | Label: Compliance With Laws |
8846f9a6-7c6b-461c-86e8-abec1073cba1 | Clause:
All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or, if not defined therein, in the Credit Agreement, and this Patent Security Agreement shall be subject to the rules of construction set forth in Section 1(b) of the Security Agreeme... | Label: Defined Terms |
21ba8f2f-640d-487e-a08b-1e818cfe866b | Clause:
There is no action, suit, proceeding or investigation pending or, to the Knowledge of the Company, threatened (including “cease and desist” letters or invitations to take patent license) against, nor any outstanding judgment, order, writ or decree against, the Company or any of its Subsidiaries or any of their ... | Label: Litigations |
1ed7a0ec-c3cd-444b-8fd7-0da3eac00548 | Clause:
This Agreement may be signed in any number of counterparts with the same effect as if the signature on each such counterpart were upon the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Counterparts |
08bb8e64-0922-412f-bd91-97d7c6f0eac4 | Clause:
The Borrower will use the proceeds of (i) the Term B-1 Loans for general corporate purposes, including to repurchase, redeem or defease any of the Borrower’s and its Subsidiaries’ existing indebtedness and to pay the fees, premiums, expenses and other transaction costs incurred in connection therewith and in co... | Label: Use Of Proceeds |
465e8267-9fc7-434f-b3b6-046f5a4d2ace | Clause:
No Default or Event of Default exists or would result from the incurring of any Obligations by the Company or the grant or perfection of Liens on the Collateral. The Company is not in default under or with respect to any Contractual Obligation in any respect which, individually or together with all such defaul... | Label: No Defaults |
f055ac9c-c1e4-4a94-8c2d-eeb42871af8c | Clause:
Subject to the provisions of this Article V and Section 6.3 hereof, each Holder shall be entitled to convert, at any time and from time to time, at the option and election of such Holder, any or all outstanding Preferred Shares held by such Holder into such number of shares of Class A Common Stock (or Reference... | Label: General |
34c7a794-9c11-428e-9774-8438057f61e4 | Clause:
The Executive will be entitled to twenty (20) vacation days per calendar year, prorated for partial years. In all other respects, the Executive’s vacation will be governed by the Company’s vacation policy as will be adopted by the Company, and amended from time to time at its sole discretion from time to time.... | Label: Vacations |
22bee578-a521-4551-92b5-c3f682a0d656 | Clause:
This Agreement shall continue in force as to each Stockholder until such time as that Stockholder owns Common Stock or securities convertible into Common Stock in an amount equal to zero percent (0.0%) of the then outstanding shares of Common Stock.
Task: Classify this clause into ONE of these types (exactly o... | Label: Terms |
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